Tornado Infrastructure Equipment Securityholders Approve Arrangement With the Toro Company

Rhea-AI Summary

Tornado Infrastructure Equipment (TSXV:TGH / OTCQX:TGHLF) announced securityholder approval of a plan of arrangement under which an affiliate of The Toro Company will acquire all issued and outstanding Class A shares for CAD $1.92 per share. Voting tallies showed >99.6% approval across shareholders and securityholders, with 84.41% shareholder turnout as of the Oct 31, 2025 record date. The arrangement remains subject to a final court order from the Court of King's Bench of Alberta at a hearing on Dec 3, 2025, and, if approved and conditions satisfied or waived, closing is anticipated on or about Dec 8, 2025.

Positive

• Acquirer will pay CAD $1.92 per share
• Securityholder approval > 99.6%
• High shareholder turnout: 84.41% of votes cast
• Targeted closing on or about Dec 8, 2025

Negative

• Transaction still subject to final court order on Dec 3, 2025
• Completion contingent on customary conditions that may delay closing

News Market Reaction

+0.74%

1 alert

+0.74% News Effect

On the day this news was published, TGHLF gained 0.74%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Cash consideration per share: CAD $1.92 per Share Total shareholder votes: 116,874,757 votes Shareholder turnout: 84.41% +5 more

8 metrics

Cash consideration per share CAD $1.92 per Share Consideration in plan of arrangement with The Toro Company

Total shareholder votes 116,874,757 votes Votes cast by Shareholders at the Dec 2, 2025 meeting

Shareholder turnout 84.41% Votes as % of issued and outstanding Shares on Oct 31, 2025 record date

Optionholder votes 10,071,667 votes Votes cast by Optionholders at the meeting

Option turnout 89.16% Votes as % of issued and outstanding Options on record date

All Shareholders approval 99.65% votes for Support level for Arrangement Resolution among all Shareholders

All Securityholders approval 99.68% votes for Support level among Shareholders and Optionholders voting together

Minority approval 99.63% votes for Minority Shareholder approval excluding MI 61-101 related holdings

Market Reality Check

Price: $1.37 Vol: Volume 23,776 is 1.21x th...

normal vol

$1.37 Last Close

Volume Volume 23,776 is 1.21x the 20-day average of 19,616, indicating moderately elevated trading interest ahead of closing. normal

Technical Price at 1.37 is trading above the 200-day MA of 1.09, consistent with a deal-driven re-rating toward the CAD 1.92 cash consideration.

Peers on Argus

Peers in Farm & Heavy Construction Machinery show limited confirmation of Tornad...

Peers in Farm & Heavy Construction Machinery show limited confirmation of Tornado’s move: FBRKF is up 27.03% while IMDXF, HINOY, CLEV and HIPH are flat, suggesting company-specific deal dynamics rather than a broad sector shift.

Historical Context

5 past events · Latest: Dec 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Deal approval	Positive	+0.7%	Securityholders approve Toro cash acquisition at CAD 1.92 per share.
Dec 01	Q3 earnings	Positive	+0.6%	Strong Q3 growth plus reminder of pending Toro acquisition.
Nov 10	Deal process update	Positive	+1.4%	Circular filing and interim order for shareholder vote on Toro deal.
Oct 06	Takeover announcement	Positive	+0.9%	Agreement for all-cash acquisition by Toro at CAD 1.92 per share.
Aug 29	Q2 earnings	Positive	-2.9%	Strong Q2 growth and CustomVac acquisition met with price decline.

Pattern Detected

Recent acquisition-related announcements have generally produced small positive price reactions, while core earnings (e.g., Q2 2025) showed at least one instance of negative follow-through despite strong fundamentals.

Recent Company History

Over the last few months, Tornado has transitioned from standalone growth to a takeout story. On Oct 6, 2025 it agreed to be acquired by The Toro Company for CAD $1.92 per share, implying a significant premium and triggering mostly positive single-day moves. Subsequent filings and circulars in November detailed the arrangement terms and garnered strong support, culminating in the Dec 2, 2025 securityholder approval. Alongside this, Q2 and Q3 2025 earnings highlighted solid growth and the CustomVac acquisition, but market reactions were mixed.

Market Pulse Summary

This announcement confirmed overwhelming securityholder approval for the Toro acquisition at CAD $1....

Analysis

This announcement confirmed overwhelming securityholder approval for the Toro acquisition at CAD $1.92 per share, with support above 99.6% across shareholders and other securityholders and strong turnout on the Oct 31, 2025 record date. Court approval and remaining customary conditions are the key next steps, with a targeted closing around Dec 8, 2025. Investors may watch for any updates from the Court of King's Bench of Alberta and closing communications to assess completion timing and any residual risks.

Key Terms

plan of arrangement, options, Multilateral Instrument 61-101, record date, +1 more

5 terms

plan of arrangement financial

"approving the previously announced plan of arrangement involving the Company, The Toro Company"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

options financial

"holders ("Optionholders" ... ) of options to acquire Shares ("Options") voted in favour"

Options are contracts that give investors the right to buy or sell an asset at a specific price within a certain time frame. They function like a reservation or a ticket that allows for potential profit or protection against price changes, making them useful tools for managing investment risks or speculating on market movements.

Multilateral Instrument 61-101 regulatory

"in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

record date financial

"representing 84.41% of the votes attached to the issued and outstanding Shares as of the record date"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

depositary financial

"TSX Trust Company, which is acting as depositary in connection with the Arrangement"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. Not financial advice.

CALGARY, AB / ACCESS Newswire / December 2, 2025 / Tornado Infrastructure Equipment Ltd. ("Tornado" or the "Company") (TSXV:TGH)(OTCQX:TGHLF) is pleased to announce that at a special meeting of securityholders held earlier today (the "Meeting"), holders ("Shareholders") of Class "A" common shares ("Shares") of Tornado and holders ("Optionholders", and together with the Shareholders, the "Securityholders") of options to acquire Shares ("Options") voted in favour of the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement involving the Company, The Toro Company ("Toro") and Tornado Acquisition Company ULC (the "Purchaser"), an affiliate of Toro, pursuant to which the Purchaser will acquire all of the issued and outstanding Shares for cash consideration of CAD $1.92 per Share (the "Arrangement").

In order to be passed, the Arrangement Resolution required approval of (i) two thirds of the votes cast by Shareholders present or represented by proxy at the Meeting, (ii) two thirds of the votes cast by Securityholders of Tornado, voting together as a single class, present or represented by proxy at the Meeting, and (iii) a simple majority of the votes cast by Shareholders present or represented by proxy at the Meeting, excluding the votes attached to Shares held by Guy Nelson, Chairman and Director, in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). A total of 116,874,757 votes were cast at the Meeting by Shareholders, representing 84.41% of the votes attached to the issued and outstanding Shares as of the record date of October 31, 2025 (the "Record Date"), and 83.74% of the votes attached to the issued and outstanding Shares as of the Record Date, excluding the votes attached to those Shares required to be excluded pursuant to MI 61-101. A total of 10,071,667 votes were cast at the Meeting by Optionholders, representing 89.16% of Tornado's issued and outstanding Options as of the Record Date. Detailed voting results for the Arrangement Resolution are as follows:

		# Votes For				% Votes For				# Votes Against				% Votes Against
All Shareholders			116,465,246				99.65	%			409,511				0.35	%
All Securityholders			126,536,913				99.68	%			409,511				0.32	%
Minority Approval			110,730,861				99.63	%			409,511				0.37	%

Anticipated Closing Date
The Arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Court of King's Bench of Alberta (the "Court") following the final order hearing scheduled to take place on December 3, 2025. If the Court approval is obtained and the other conditions are satisfied or waived, it is anticipated that the Arrangement will be completed by the parties on or about December 8, 2025.

Questions for Depositary
Shareholders who have questions or require assistance submitting their Securities in connection with the Arrangement may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Arrangement, at 1-800-387-0825 (toll-free within North America) or at 1-416-682-3860 (outside of North America) or by email at shareholderinquiries@tmx.com. Detailed voting results for the Meeting are available under Tornado's profile on SEDAR+ at www.sedarplus.ca.

About Tornado Infrastructure Equipment Ltd.
Tornado is a pioneer and leader in the vacuum truck industry and has been the choice of utility and oilfield professionals with over 1,900 hydrovacs sold since 2008. The Company designs and manufactures hydrovac trucks and, through its subsidiary CustomVac, based in Nisku, Alberta, produces complementary vacuum and industrial equipment solutions, including units designed for the transportation of dangerous goods, and provides maintenance and field services to its customers. In addition, Tornado operates a heavy-duty truck maintenance facility in central Alberta. The Company sells its products to excavation service providers in the infrastructure, environmental, industrial construction, and oil and gas markets. Hydrovac trucks use high-pressure water and vacuum to safely penetrate and cut soil to expose critical infrastructure for repair and installation without damage. Hydrovac excavation methods are quickly becoming a standard in North America to safely excavate in urban areas and around critical infrastructure, significantly reducing infrastructure damage and related fatalities.

For more information about Tornado Infrastructure Equipment Ltd., visit www.tornadotrucks.com or contact:

Brett Newton
President and Chief Executive Officer
Phone: (587) 802-5070
Email: bnewton@tghl.ca

Forward Looking Information
This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Tornado and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Specifically, statements regarding the anticipated timing of the final order hearing and the completion of the Arrangement and other statements that are not statements of historical facts are considered forward-looking information. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement. The forward-looking information are based on management's opinions, estimates and assumptions. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information.

The forward-looking information are subject to significant risks including, without limitation: risks relating to the completion of the Arrangement and general economic conditions.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward- looking information contained in this press release represents the Company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: Tornado Infrastructure Equipment Ltd.

View the original press release on ACCESS Newswire

FAQ

What price did Tornado (TGHLF) approve for the Toro acquisition?

The arrangement will pay CAD $1.92 per Tornado share in cash.

When is Tornado's (TGHLF) court hearing to finalize the arrangement?

The final order hearing is scheduled for Dec 3, 2025 at the Court of King's Bench of Alberta.

When is the Tornado (TGHLF) acquisition by Toro expected to close?

If approved and conditions satisfied, the parties anticipate closing on or about Dec 8, 2025.

How strongly did Tornado shareholders vote for the arrangement (TGHLF)?

Shareholders and securityholders voted > 99.6% in favour of the arrangement resolution.

What shareholder turnout was reported for Tornado (TGHLF)'s special meeting?

A total of 116,874,757 votes were cast representing 84.41% of issued shares as of Oct 31, 2025.

Who can Tornado shareholders contact for depositary questions about the arrangement?

Shareholders may contact TSX Trust Company at 1-800-387-0825 or shareholderinquiries@tmx.com for assistance.